Corporate Governance

Board of Directors

The board of directors (the “Board”) is primarily responsible for supervising the management of the Corporation’s business and affairs. Its authority is determined by the provisions of the British Columbia Business Corporations Act and by the Corporation’s By-laws. In addition, the Board’s activities are governed by a set of procedural rules which are adopted by the Board. The Board regularly reviews its guidelines and policies and, not less than annually, considers how its corporate governance practices align with guidelines established by the Canadian regulatory authorities having authority, including the TSX Venture Exchange.

The Board meets as required to conduct its business, which includes the approval of the quarterly and annual audited consolidated financial statements of the Corporation.

The Board’s Chairman is responsible for the management, development and effective performance of the Board, for monitoring the Corporation’s development through regular contact with the President and CEO, and for ensuring that the Board regularly receives reports concerning the development of the Corporation’s business and operations.

The Audit Committee consists of three Board members, the majority which whom are, independent and financially literate. The audit committee reviews and reports to the Board on the integrity of the consolidated financial statements of the Company. The Audit Committee ensures the Corporation has designed and implemented effective internal financial controls and reviews the compliance with regulatory and statutory requirements as they related to the financial statements, taxation matters and disclosure of material facts.

This Committee is comprised of three Board members and assists the Board in identifying qualified individuals for Board membership, develops and implements corporate governance guidelines, and reports annually to the Corporation’s shareholders on the Corporation’s system of corporate governance.

The Compensation Committee is comprised of three non-executive members of the Board. The Compensation Committee is responsible for administering the Corporation’s executive compensation program and implements and oversees human resources and compensation policies approved by the Board. The Committee meets not less than annually.

This Committee is comprised of three Board members. This Committee assists the Board in its oversight and evaluation of the exploration and development of the Corporation’s projects including the review and approval of technical plans, schedules, budgets and disclosure of the results of its exploration and development work.